Note: This document has been translated from a part of the Japanese original for reference purposes only. In the event of any
discrepancy between this translated document and the Japanese original, the original shall prevail.

Securities Code: 4719
June 8, 2022
To Our Shareholders:
Kiyoshi Saito, Representative Director and President
Alpha Systems Inc.
6-6-1 Kami-kodanaka, Nakahara-ku, Kawasaki,
Kanagawa

Notice of the 50th Annual General Meeting of Shareholders
You are hereby notified that the 50th Annual General Meeting of Shareholders of Alpha Systems Inc. (the“Company”) will be held as described below.
Note that instead of attending on the day of the meeting, you may exercise your voting rights in writing (bymail) or via the Internet. To prevent the spread of COVID-19, you are kindly requested to refrain from
attending on that day.
Please review the subsequent Reference Documents for the General Meeting of Shareholders and exercise yourvoting rights by 6:00 p.m. on Tuesday, June 28, 2022 (JST).
1. Date and time:
2. Place:

Wednesday, June 29, 2022 at 10:00 a.m. (JST)Head Office of the Company
6-6-1 Kami-kodanaka, Nakahara-ku, Kawasaki, Kanagawa
3. Objectives of meeting:
Matters to be reported: Reports on the business report and non-consolidated financial statements for the 50th
fiscal term (from April 1, 2021 to March 31, 2022)
Matters to be resolved:
Proposal No. 1
Amendment to the Articles of Incorporation
Proposal No. 2
Election of 12 Directors
Proposal No. 3
Election of Two Corporate Auditors- If you are attending on the day of the meeting, you are kindly requested to present the enclosed voting form to the receptionist.
- Any changes to Reference Documents for the General Meeting of Shareholders, business report, or non-consolidated financial
statements will be posted on the Company’s website (https://www.alpha.co.jp/) (in Japanese only).
- No souvenirs will be offered, and no food or beverages served to shareholders attending.

-1-Reference Documents for the General Meeting of Shareholders
Proposal No. 1
Amendment to the Articles of Incorporation
The Company proposes to partially amend the current Articles of Incorporation as follows.
1. Reasons for the Amendment
Since the revised provisions provided for in the proviso to Article 1 of the Supplementary Provisions of the Act
Partially Amending the Companies Act (Act No. 70 of 2019) are to be enforced on September 1, 2022, theCompany proposes to make the following changes to its Articles of Incorporation in preparation for the
introduction of the system for providing informational materials for the general meeting of shareholders inelectronic format.
(1) Article 15, paragraph (1) in “Proposed amendments” below will stipulate that the Company shall takemeasures for providing information that constitutes the content of reference documents for the general
meeting of shareholders, etc. in electronic format.
(2) Article 15, paragraph (2) in “Proposed amendments” below will establish the provision to limit the scopeof the items to be stated in the paper-based documents to be delivered to shareholders who requested thedelivery of paper-based documents.
(3) Since the provisions for Internet Disclosure and Deemed Provision of Reference Documents for the
General Meeting of Shareholders, Etc. (Article 15 of the current Articles of Incorporation) will no longer
be required, they will be deleted.
(4) Accompanying the aforementioned establishment and deletion of provisions, supplementary provisions
regarding the effective date, etc. will be established.
2. Details of the Amendment
The details of the amendment are as follows:(Underlined sections indicate changed parts)
Current Articles of Incorporation

Proposed amendments

Article 15. (Internet Disclosure and Deemed Provision of<Deleted>

Reference Documents for the General Meeting of
Shareholders, Etc.)
When the Company convenes a general meeting ofshareholders, if it discloses information that is to be stated orpresented in the reference documents for the general meeting ofshareholders, business report, and financial statements throughthe internet in accordance with the provisions prescribed by the
Ministry of Justice Order, it may be deemed that the Company
has provided this information to shareholders.
<Newly established>

Article 15. (Measures, Etc. for Providing Information inElectronic Format)
1.

When the Company convenes a general meeting ofshareholders, it shall take measures for providing
information that constitutes the content of reference
documents for the general meeting of shareholders, etc. inelectronic format.

2.

Among items for which the measures for providing
information in electronic format will be taken, theCompany may exclude all or some of those items
designated by the Ministry of Justice Order fromstatements in the paper-based documents to be delivered
to shareholders who requested the delivery of paper-based
documents by the record date of voting rights.

-2-

Current Articles of Incorporation<Newly established>

Proposed amendments(Supplementary Provisions)1.

The deletion of Article 15 (Internet Disclosure andDeemed Provision of Reference Documents for the
General Meeting of Shareholders, Etc.) in the preamended Articles of Incorporation and the establishmentof the new Article 15 (Measures, Etc. for Providing
Information in Electronic Format) in the amended Articles
of Incorporation shall be effective from September 1,
2022, which is the date of enforcement of the revised
provisions provided for in the proviso to Article 1 of the
Supplementary Provisions of the Act Partially Amending
the Companies Act (Act No. 70 of 2019) (hereinafterreferred to as the “Date of Enforcement”).

2.

Notwithstanding the provisions of the preceding
paragraph, Article 15 of the pre-amended Articles ofIncorporation shall remain effective regarding any general
meeting of shareholders held on a date within six months
from the Date of Enforcement.

3.

These Supplementary Provisions shall be deleted on thedate when six months have elapsed from the Date of
Enforcement or three months have elapsed from the dateof the general meeting of shareholders in the preceding
paragraph, whichever is later.

-3-

Proposal No. 2

Election of 12 Directors

The terms of office of all 11 Directors will expire at the conclusion of the meeting.
Therefore, the Company proposes the election of 12 Directors, increasing the number of Directors by one in order toenhance the management system.
The candidates for Director are as follows:
Candidate
No.

1

2

Number of the
Career summary, position, and area of responsibility in the
Company’s sharesCompanyheld(Significant concurrent positions)Oct. 1972
Joined the Company
Jan. 1984
Director
Oct. 1985
Senior Corporate Managing Director
Oct. 1991
Senior Executive Managing Director
Yuko Ishikawa
396,000 shares
Oct. 1996
Director and Vice President(January 5, 1942)
June 2003
Representative Director and Vice President
Apr. 2008
Representative Director and Vice Chairperson
June 2011
Representative Director and Chairperson(current position)[Reasons for nomination as candidate for Director]
Yuko Ishikawa has been demonstrating leadership with an aim to improve corporate value as a manager for many years
since the Company’s foundation, and has been in charge of administrative and supervisory functions in overallmanagement. The Company proposes to continuously appoint Ms. Ishikawa as Director as she is judged to be capableof utilizing her experience and knowledge for the management of the Company.
Aug. 1996
Director of Albig Co., Ltd. (current position)
Apr. 2003
Joined the Company
June 2005
Director
June 2007
Senior Corporate Managing Director
Apr. 2008
Senior Executive Managing Director
Hidetomo Ishikawa
June 2010
Director and Vice President, in charge of
18,700 shares(August 13, 1966)
Secretary’s Office and Management Group
Dec. 2010
Representative Director and Vice President, incharge of Secretary’s Office and Management
Group
June 2011
Representative Director and Vice Chairperson(current position)[Reasons for nomination as candidate for Director]
Hidetomo Ishikawa has experience as a company manager, demonstrating leadership with an aim to improve corporate
value, and serving as a driving force of the management division. The Company proposes to continuously appoint Mr.
Ishikawa as Director as he is judged to be capable of utilizing his experience and knowledge for the management of theCompany.
Name(Date of birth)-4-

Candidate
No.

3

4

5

Number of the
Career summary, position, and area of responsibility in the
Company’s sharesCompanyheld(Significant concurrent positions)Apr. 1980
Joined Nippon Telegraph and Telephone Public
Corporation (currently Nippon Telegraph andTelephone Corporation)
June 2009Managing Director and General Manager ofCorporate Planning Department of NTT
Internet Inc.
June 2011
President of NTT COMWARE Kyushu
Corporation
June 2013
Advisor of the Company
Kiyoshi Saito
4,000 shares(October 9, 1955)
June 2013
Senior Corporate Managing Director and
Deputy General Manager of Second Operations
Group
Apr. 2014
Senior Corporate Managing Director andGeneral Manager of Third Operations Group
June 2017
Senior Executive Managing Director andGeneral Manager of Third Operations Group
June 2020
Representative Director and President (current
position)[Reasons for nomination as candidate for Director]
Kiyoshi Saito has experience as a company manager and has extensive expertise in the field of IT. The Company
proposes to continuously appoint Mr. Saito as Director as he is judged to be capable of utilizing his experience andknowledge for the management of the Company.
Apr. 1977
Joined the Company
Oct. 1994
Director
Oct. 2001
Senior Corporate Managing Director
Apr. 2008
Senior Executive Managing Director andSatoshi Takada
50,000 shares
General Manager of Planning Group(March 8, 1954)
June 2018
Senior Executive Managing Director and in
charge of Planning Group
June 2021
Senior Executive Managing Director and in
charge of Planning Group (current position)[Reasons for nomination as candidate for Director]
Satoshi Takada has expertise in software development and has been engaged in organizational management, such as in
the development division, and personnel and corporate planning division for many years. The Company proposes tocontinuously appoint Mr. Takada as Director as he is judged to be capable of utilizing his experience and knowledge forthe management of the Company.
Apr. 1980
Joined Kawasaki Shinkin Bank
Sept. 1987
Joined the Company
Oct. 2000
Director
Oct. 2004
Senior Corporate Managing Director
Katsumi Tokura
14,272 shares
Apr. 2009
Senior Executive Managing Director and(February 8, 1957)
General Manager of Management Group
June 2021
Senior Executive Managing Director andGeneral Manager of Management Group(current position)[Reasons for nomination as candidate for Director]
Katsumi Tokura has expertise in finance and accounting, and has been engaged in organizational management in the
management division, such as accounting and general affairs, for many years. The Company proposes to continuously
appoint Mr. Tokura as Director as he is judged to be capable of utilizing his experience and knowledge for the
management of the Company.
Name(Date of birth)-5-

Candidate
No.

6

7

Number of the
Career summary, position, and area of responsibility in the
Company’s sharesCompanyheld(Significant concurrent positions)Apr. 1984
Joined Nippon Telegraph and Telephone Public
Corporation (currently Nippon Telegraph andTelephone Corporation)
July 1988
Joined NTT DATA Communications Systems
Corporation (currently NTT DATA
Corporation)
June 2008
President and Chief Executive Officer andRepresentative Director of NTT DATATOHOKU Corporation
June 2012
Director and Managing Executive Officer of
Masayoshi Takehara
Japan Information Processing Service Co., Ltd.
2,700 shares(November 9, 1958)
June 2017
Advisor of the Company
June 2017
Director and Deputy General Manager ofPlanning Group
Oct. 2017
Director and Deputy General Manager ofSecond Operations Group
June 2018
Senior Corporate Managing Director andGeneral Manager of Second Operations Group
June 2021
Senior Corporate Managing Director andGeneral Manager of Second Operations Group(current position)[Reasons for nomination as candidate for Director]
Masayoshi Takehara has experience as a company manager and extensive expertise in the field of IT. The Company
proposes to continuously appoint Mr. Takehara as Director as he is judged to be capable of utilizing his experience andknowledge for the management of the Company.
Apr. 1982
Joined Nippon Telegraph and Telephone Public
Corporation (currently Nippon Telegraph andTelephone Corporation)
July 2014
Head of Information Network Laboratory
Group
July 2016
Senior Vice President and General Manager of
Network & Software Business Headquarters of
NTT Advanced Technology Corporation
Nobuyuki Watanabe
2,000 shares
June 2018
Advisor of the Company(June 29, 1959)
June 2018
Senior Corporate Managing Director and
Deputy General Manager of Third Operations
Group
June 2020
Senior Corporate Managing Director andGeneral Manager of Third Operations Group
June 2021
Senior Corporate Managing Director andGeneral Manager of Third Operations Group(current position)[Reasons for nomination as candidate for Director]
Nobuyuki Watanabe has extensive expertise in the fields of software and IT, and has been supervising research anddevelopment activities in the network area. The Company proposes to continuously appoint Mr. Watanabe as Director
as he is judged to be capable of utilizing his experience and knowledge for the management of the Company.
Name(Date of birth)-6-

Candidate
No.

8

9

Number of the
Career summary, position, and area of responsibility in the
Company’s sharesCompanyheld(Significant concurrent positions)Apr. 1986
Joined Fujitsu Limited
Dec. 2013
Senior Director of NTT Network System
Business Division of Network Solution Unit
Apr. 2018
Senior Director of Cloud Integration Business
Division and Senior Director of NTT Business
Division of Network Solution Unit
May 2019
Advisor of the Company
Kazuhisa Suzuki
1,500 shares(January 1, 1963)
June 2019
Director and Deputy General Manager of First
Operations Group
June 2020
Director and General Manager of First
Operations Group
June 2021
Senior Managing Director and General
Manager of First Operations Group (current
position)[Reasons for nomination as candidate for Director]
Kazuhisa Suzuki has expertise in software development and has been engaged in organizational management in areas
such as network solution business for many years. The Company proposes to continuously appoint Mr. Suzuki as
Director as he is judged to be capable of utilizing his experience and knowledge for the management of the Company.
Oct. 2001
Senior Corporate Managing Director of
Nomura Securities Co., Ltd.
Apr. 2002
Representative Director and Executive Vice
President
June 2003
Representative Executive Officer, Executive
Vice President, and Executive Officer
Apr. 2006
Representative Executive Officer, Executive
Officer, and Deputy President
Apr. 2008
Executive Officer and Deputy Chairman
Oct. 2008
Senior Managing Director and Deputy
ChairmanTakashi Yanagiya
Apr. 2012
Full-time Advisor
3,000 shares(November 13, 1951)
Aug. 2012
AdvisorMar. 2013
RetiredJune 2013
Outside Director of the Company (current
position)
June 2014
Outside Director of Hearts United Group Co.,
Ltd. (currently DIGITAL HEARTSHOLDINGS Co., Ltd.) (current position)
June 2015
Outside Director of Showa Sangyo Co., Ltd.
(current position)
May 2016
Chairman of Meiji University (current position)
May 2016
Chairman of Nakano Gakuen (current position)[Reasons for nomination as a candidate for outside Director and summary of expected roles]
Takashi Yanagiya has experience as a company manager. The Company proposes to continuously appoint Mr. Yanagiya
as an outside Director to have him offer useful advice to the Company’s Board of Directors and oversee the Company’s
management from an objective standpoint based on his abundant experience.
The Company expects Mr. Yanagiya to fulfill the role of overseeing management from an objective standpoint,
independent from a person executing business in the Company.
Name(Date of birth)-7-

Number of the
Career summary, position, and area of responsibility in the
Company’s sharesCompanyheld(Significant concurrent positions)Apr. 1983
Registered as an attorney at law
Apr. 1988
Head of Hachisu Law Office (current position)
Yuji Hachisu
1,500 shares(October 12, 1954)
June 2015
Outside Director of the Company (current
position)[Reasons for nomination as a candidate for outside Director and summary of expected roles]
10
Yuji Hachisu has expertise as a lawyer, although he has not been directly involved in the management of a company inthe past. The Company proposes to continuously appoint Mr. Hachisu as an outside Director to have him offer usefuladvice to the Company’s Board of Directors and oversee the Company’s management from an objective standpoint
based on his knowledge and experience in corporate legal affairs cultivated over many years.
The Company expects Mr. Hachisu to fulfill the role of overseeing management from an objective standpoint,
independent from a person executing business in the Company.
Apr. 1982
Joined The Toyo Trust and Banking Company,
Limited (currently Mitsubishi UFJ Trust andBanking Corporation)
June 2012
Executive Officer and General Manager ofCorporate Development Division
June 2013
Managing Executive Officer
Hiroyuki Yamaguchi
June 2017
Representative Director and President of RY(January 5, 1960)
Insurance Service Co., Ltd.
June 2020
Outside Auditor of Sakura Rubber Co., Ltd.
(current position)
11
Apr. 2021
Representative Director and Chairman of RY
Insurance Service Co., Ltd. (current position)
June 2021
Outside Director of the Company (current
position)[Reasons for nomination as a candidate for outside Director and summary of expected roles]
Hiroyuki Yamaguchi has experience as a company manager. The Company proposes to appoint Mr. Yamaguchi as an
outside Director to have him offer useful advice to the Company’s Board of Directors and oversee the Company’s
management from an objective standpoint based on his abundant experience.
The Company expects Mr. Yamaguchi to fulfill the role of overseeing management from an objective standpoint,
independent from a person executing business in the Company.
Sept. 1976
Joined Tsuji Audit Corporation
Mar. 1983
Registered as certified public accountant
June 1988
Partner of MISUZU Audit Corporation
Sept. 1997
Representative Partner of MISUZU Audit
Corporation
July 2007
Representative Partner of Shin Nihon & Co.
(currently Ernst & Young ShinNihon LLC)
Takayoshi Fusegi
June 2017
Outside Audit & Supervisory Board Member of
400 shares(March 3, 1955)
Soken Chemical & Engineering Co., Ltd.
June 2017
Outside Director of WASEDA ACADEMYCO., LTD. (current position)*12
Sept. 2017
Outside Director of Refinverse, Inc.
June 2018
Outside Corporate Auditor of the Company(current position)
June 2021
Outside Director of Soken Chemical &Engineering Co., Ltd. (current position)[Reasons for nomination as a candidate for outside Director and summary of expected roles]
Takayoshi Fusegi is qualified as a certified public accountant, although he has not been directly involved in the
management of a company in the past. The Company proposes to appoint Mr. Fusegi as an outside Director to have him
offer useful advice to the Company’s Board of Directors from his expert perspective and oversee the Company’s
management from an objective standpoint.
The Company expects Mr. Fusegi to fulfill the role of overseeing management from an objective standpoint,
independent from a person executing business in the Company.
(Notes) 1. A new candidate for Director is indicated by an asterisk (*).
2. There are no special interests between each candidate and the Company.
Candidate
No.

Name(Date of birth)-8-

3. Takashi Yanagiya, Yuji Hachisu, Hiroyuki Yamaguchi, and Takayoshi Fusegi are candidates for outside Director.
4. Mr. Yanagiya is currently an outside Director of the Company, and his term of office as an outside Director will have beennine years at the conclusion of the meeting.
5. Mr. Hachisu is currently an outside Director of the Company, and his term of office as an outside Director will have been
seven years at the conclusion of the meeting.
6. Mr. Yamaguchi is currently an outside Director of the Company, and his term of office as an outside Director will havebeen one year at the conclusion of the meeting.
7. Mr. Fusegi is currently an outside Corporate Auditor of the Company, and his term of office as an outside Corporate
Auditor will have been four years at the conclusion of the meeting.
8. Pursuant to the provisions of Article 427, paragraph (1) of the Companies Act, the Company has entered into agreementswith Mr. Yanagiya, Mr. Hachisu and Mr. Yamaguchi to limit their liability for damages under Article 423, paragraph (1)of the Companies Act to the minimum liability amount provided for by Article 425, paragraph (1) of the same Act. If thereelection of Mr. Yanagiya, Mr. Hachisu and Mr. Yamaguchi is approved, the Company plans to renew the aforementioned
agreements with them. If Mr. Fusegi is elected, the Company plans to enter into the same limited liability agreement withhim as a new Director.
9. The Company has entered into a directors and officers liability insurance policy as provided in Article 430-3, paragraph(1) of the Companies Act with an insurance company. A summary of the said policy is as described in the business report(page 16) (in Japanese only). In addition, when the policy is renewed, the Company plans to renew the policy with thesame terms.
10. The Company has submitted notification of Mr. Yanagiya, Mr. Hachisu, Mr. Yamaguchi, and Mr. Fusegi as independent
officers as provided for by the Tokyo Stock Exchange.

-9-

Proposal No. 3

Election of Two Corporate Auditors

At the conclusion of this meeting, the terms of office of Standing Corporate Auditor Nobuyuki Kameyama andCorporate Auditor Takayoshi Fusegi will expire. Therefore, the Company proposes the election of two Corporate
Auditors.
In addition, the consent of the Board of Corporate Auditors has been obtained for the submission of this proposal.
The candidates for Corporate Auditor are as follows:
Number of the
Career summary, position, and area of responsibility in the
Company’s sharesCompanyheld(Significant concurrent positions)Apr. 1984
Joined the Company
Nobuyuki Kameyama
Apr. 2018
Managing Director and Deputy General
3,300 shares(August 29, 1961)
Manager of Management Group
June 2018
Standing Corporate Auditor (current position)
1[Reasons for nomination as candidate for Corporate Auditor]
Nobuyuki Kameyama has expertise in software development and broad knowledge developed in public relations. The
Company proposes to continuously appoint Mr. Kameyama as a Corporate Auditor to have him offer useful advice to
the Company’s Board of Directors and audit the Company’s management from an objective standpoint based on his
abundant experience.
Apr. 1983
Joined Tokyo Regional Taxation Bureau
July 2008
Professor of National Tax College
July 2014
Director of Iwami Oda Tax Office (Shimane
Prefecture)
Hiroshi Nariai
July 2018
Deputy Manager of Investigation Department I(December 25, 1959)
of Tokyo Regional Taxation Bureau
July 2019
Director of Shiba Tax Office*2Aug. 2020
Established Hiroshi Nariai Certified Public Tax
Accountant Office (current position)[Reasons for nomination as candidate for outside Corporate Auditor]
Hiroshi Nariai is qualified as a certified public tax accountant, although he has not been directly involved in the
management of a company in the past. The Company proposes to appoint Mr. Nariai as an outside Corporate Auditor tohave him offer useful advice to the Company’s Board of Directors from his expert perspective and audit the Company’s
management from an objective standpoint.
(Notes) 1. A new candidate for Corporate Auditor is indicated by an asterisk (*).
2. There are no special interests between each candidate and the Company.
3. Hiroshi Nariai is a candidate for outside Corporate Auditor.
4. Pursuant to the provisions of Article 427, paragraph (1) of the Companies Act, the Company has entered into an agreementwith Nobuyuki Kameyama to limit his liability for damages under Article 423, paragraph (1) of the Companies Act to theminimum liability amount provided for by Article 425, paragraph (1) of the same Act. If the reelection of Mr. Kameyama
is approved, the Company plans to renew the aforementioned agreement with him. If Mr. Nariai is elected, the Company
plans to enter into the same limited liability agreement with him.
5. The Company has entered into a directors and officers liability insurance policy as provided in Article 430-3, paragraph(1) of the Companies Act with an insurance company. A summary of the said policy is as described in the business report(page 16) (in Japanese only). In addition, when the policy is renewed, the Company plans to renew the policy with thesame terms.
6. Furthermore, Mr. Nariai satisfies the requirements for an independent officer as provided for by the Tokyo Stock Exchange.
If he is elected, the Company plans to submit notification to the aforementioned exchange as an independent officer.
Candidate
No.

Name(Date of birth)- 10 -

(Reference) Skill Matrix of Directors and Corporate Auditors After the Conclusion of this General Meetingof Shareholders (Planned)
If the candidates listed in this Notice are elected as originally proposed, the main knowledge and expertise expectedby the Company from each Director and Corporate Auditor are as follows:
Finance

Legal affairs

and

and

Risk

development

accounting

management

●

●

●

●

●

●

●

●

●

●

CorporateNamemanagement

Representative Director andChairperson
Yuko Ishikawa
Representative Director andVice Chairperson
Hidetomo Ishikawa
Representative Director andPresident
Kiyoshi Saito
Senior Executive Managing
Director
Satoshi Takada
Senior Executive Managing
Director
Katsumi Tokura
Senior Corporate Managing
Director
Masayoshi Takehara
Senior Corporate Managing
Director
Nobuyuki Watanabe●knowledge

Sales

Expertise

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

Standing Corporate Auditor
Kunihiko Yamada●●affairs●●

Corporate Auditor
Hiroshi Nariai●(Note) This skill matrix does not represent all knowledge and experience.

- 11 -

ESG/CSRandsustainability

●

●

●

●

●

●

Director
Takayoshi Fusegi

Standing Corporate Auditor
Nobuyuki Kameyama●●●

and labor●

Director
Yuji Hachisu
Director
Hiroyuki Yamaguchi

resources●●

Senior Managing Director
Kazuhisa Suzuki
Director
Takashi Yanagiya

Industry

Human

Research

Position in the Company

●

●
●

●

●

●

●

●

●

●